REFERRAL AGREEMENT

This Referral Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH AGREEMENT COMES INTO] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE COMPANY], having registered office at [INSERT THE ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE REFERRER], having registered office at [INSERT THE ADDRESS OF THE REFERRER] (hereinafter referred to as the “Referrer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Company” and the “Referrer” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Company is engaged in the business of [INSERT THE DESCRIPTION OF BUSINESS].
2. The Company desires to engage referrer to assist in identifying and referring potential clients or customers (referred to as “Clients”) who may have an interest in the products or services offered by the Company.
3. The Company and Referrer mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Referrer” refers to an individual or entity engaged by the Company to provide referral services as outlined in this agreement.
   2. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
   3. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
2. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT THE TERM OF AGREEMENT IN YEARS OR MONTHS], unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT THE NUMBER OF DAYS WITHIN WHICH WRITTEN NOTICE SHALL BE GIVEN] days.
   3. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
3. REFERRAL ENGAGEMENT
   1. During the term of this agreement, the referrer shall provide introduction of clients to the Company for the purpose of promoting Company’s services or products. Referrer shall provide essential contact information of clients who express interest in Company’s services.
   2. Referrer shall use its best efforts to identify the suitability of each client, understanding that some introductions may not be suitable at certain times.
   3. The Company shall independently meet or confer with the potential client to negotiate a potential relationship and the terms thereof.
   4. The referrer acknowledges that they may not object to any decisions made by the Company regarding the terms or conditions of a particular relationship entered into after an introduction.
   5. The Company shall have the sole discretion to determine whether to enter into an arrangement with a potential client or not.
4. COMPENSATION
   1. During the term, the Company will pay [INSERT AMOUNT TO BE PAID BY COMPANY IN EXCHANGE OF SUCCESSFUL REFERRALS] in exchange for successful referrals who completes a purchase of service or product of the Company.
   2. The referrer shall bear the sole responsibility for any applicable tax related to Compensation received from the Company.
   3. The Company shall not be liable for any expenses incurred by the Referrer in fulfilling its obligations under this agreement unless such expenses have been pre-approved in writing by the Company.
5. REPRESENTATION AND WARRANTIES
   1. The Company represents and warrants that:
      1. The Company is duly organized validly existing, and in good standing under the laws of its jurisdiction of organization
      2. The Company has the full right, power, and authority to enter into and perform its obligations under this Agreement.
      3. The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary corporate action.
      4. The Company’s performance of its obligations under this Agreement will not violate any applicable law, regulation, or contractual obligation.
   2. The Referrer represents and warrants to the Company that:
      1. The Referrer has the full right, power, and authority to enter into and perform its obligations under this Agreement.
      2. The execution, delivery, and performance of this Agreement by the Referrer have been duly authorized by all necessary action.
      3. The Referrer’s performance of its obligations under this Agreement will not violate any applicable law, regulation, or contractual obligation.
   3. The representations and warranties contained in this Agreement shall survive the termination or expiration of this Agreement for a period of [INSERT THE DURATION FOR WHICH THE REPRESENTATIONS AND WARRANTIES WILL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT] and shall not merge with the performance of any obligations hereunder.
6. INDEPENDENT CONTRACTORS
   1. It is understood and agreed that this Agreement does not create a fiduciary relationship between referrer and the Company shall be of independent contractors, and that nothing in this Agreement is intended to make either party a general or special agent, legal representative, partner or employee of the other for any purpose or to grant either Referrer or Company the right to direct or supervise the daily affairs of the other. Company acknowledges and agrees that during the term of this agreement the Referrer may hire assistants or sub-contractors to perform the Referral services. The Company shall not withhold any taxes or any amount or payment due to the Referrer and which it owes to the referrer in regard to the services rendered by it to the Company.
7. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
   1. The Referrer covenants that it will not claim any right, title or interest whether at law or in equity or in any Intellectual Property of the Company’s business and that the Company shall be the sole, exclusive and absolute owner of all.
8. LIMITATION OF LIABILY
   1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the other party arising out of the services provided under this agreement, even if such party has been advised of the possibility of such damages, In no event will neither party’s liability on any claim, loss nor liability arising out of or connected with this agreement shall exceed the amounts paid to the Referrer by Company.
9. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
10. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
11. FORCE MAJEURE
    1. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions, pandemic or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds (NO OF DAYS) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.
12. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS WILL BE APPLICABLE].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Referrer and Company. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
13. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Company: [INSERT THE EMAIL ID OR/AND ADDRESS OF COMPANY]
       2. If to the Referrer: [INSERT EMAIL ID OR/AND ADDRESS OF REFERRER]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
14. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITRATION LAWS WILL APPLY] then in force.
15. MISCELLANOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
16. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Referrer

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF REFERRER]

Signature:

Date: [INSERT THE DATE ON WHICH REFERRER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Company

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF COMPANY]

Signature:

Date: [INSERT THE DATE ON WHICH COMPANY SIGNS THE AGREEMENT]